Berjaya Philippines Inc Statement re Purchase of Shares (0538O)
September 16 2013 - 3:36AM
UK Regulatory
TIDMHRO
RNS Number : 0538O
Berjaya Philippines Inc
16 September 2013
16 September 2013
PURCHASE OF FURTHER SHARES BY
BERJAYA PHILIPPINES INC ("BPI") IN
H.R. OWEN PLC ("H.R. OWEN")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION
Background
On 29 July 2013, BPI made a cash offer to acquire the entire
issued and to be issued share capital of H.R. Owen, not already
held by it, at an offer price of 130 pence per Share (the "Offer").
The Offer was by way of an offer document posted to Shareholders on
29 July 2013 as supplemented by the supplementary offer document
published on 6 August 2013 (the "Original Offer Document"). On 12
September 2013 BPI announced a further acquisition of Shares at 170
pence per Share, thereby triggering a mandatory offer for H.R Owen
("Increased Mandatory Cash Offer").
Acquisition
BPI has today further purchased 10,000 Shares at 170 pence per
Share and has increased the aggregate number of Shares held by it
and persons acting in concert with it (including Mr Lancaster) to
11,155,529 Shares representing 47.2% of the issued share capital of
the Company.
General
Terms used in this announcement have the same meaning as in the
Original Offer Document, unless stated otherwise.
This Announcement does not constitute or form part of any offer
or invitation to sell or purchase any securities or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, pursuant to the
Increased Mandatory Cash Offer or otherwise. The Increased
Mandatory Cash Offer is made solely by the increased mandatory cash
offer document ("Increased Mandatory Cash Offer Document") which
contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Please carefully read the
Increased Mandatory Cash Offer Document in its entirety before
making a decision with respect to the Increased Mandatory Cash
Offer.
Enquires
Arden Partners (Financial adviser to the Offeror)
Richard Day/Adrian Trimmings/Katelin Kennish 020 7614 5900
Arden Partners plc., which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to BPI in relation to the
Increased Mandatory Cash Offer and no-one else and will not be
responsible to anyone other than BPI for providing the protections
offered to clients of Arden Partners or for providing advice in
relation to matters set out in this announcement. Arden Partners
does not accept any responsibility whatsoever to any person other
than BPI for the contents of this announcement or for any statement
made or purported to be made by it or on its behalf in connection
with the Increased Mandatory Cash Offer.Arden Partners accordingly
disclaims all and any liability whether arising in tort, contract
or otherwise which it might otherwise have in respect of this
announcement or any such statement.
Overseas jurisdictions
Unless otherwise determined by the Offeror or required by the
Code and permitted by applicable law and regulation, the Increased
Mandatory Cash Offer is not being made, directly or indirectly, in
or into, or by the use of the mails of, or by any means or
instrumentality (including, without limitation, by mail,
telephonically or electronically by way of internet or otherwise)
of interstate or foreign commerce of, or by any facilities of a
national, state or other securities exchange of, any Restricted
Jurisdiction, and the Increased Mandatory Cash Offer may not be
accepted by any other such use, means, instrumentality or facility
from or within any Restricted Jurisdiction. Accordingly, unless
otherwise determined by the Offeror or required by the Code and
permitted by applicable law and regulation, copies of this
announcement and any other documents related to the Increased
Mandatory Cash Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation and therefore any persons who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. If any Shareholder remains in
any doubt, such Shareholder should consult his professional adviser
in the relevant jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and/or
regulations of jurisdictions outside the UK. Any person (including,
without limitation, any custodian, nominee and trustee) who would,
or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement to any jurisdiction
outside the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their
jurisdiction.
Publication on websites
In accordance with Rule 30.4 of the Code, a copy of this
announcement will be available, subject to certain restrictions in
relation to persons resident in Restricted Jurisdictions, on the
Offeror's website www.bcor.com.ph by no later than 12 noon on 13
September 2013. Neither the contents of the Offeror's website, nor
the content of any other website accessible from hyperlinks on the
Offeror's website, is incorporated into or forms part of this
announcement.
You may request a hard copy of this announcement by contacting
Arden Partners during business hours on +44(0)20-7614-5917. It is
important that you note that unless you make such a request and
save as otherwise required by Rule 2.12 of the Code, a hard copy of
this announcement will not be sent to you.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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